General Slsp Protocol Draft (3) Final

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SENIOR LIFE SETTLEMENT POLICY

ACQUISITION PLATFORM with

REINSURANCE GUARANTEE OPTION PROTOCOL

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OVERVIEW: Listed below is a concise format of the policy, procedures and proto-cols for the acquisition of Senior Life Settlement Policies with a Reinsurance Guar-antee Option providing an 80% minimum Face Value payout by the end of the 10th year.. The information presented in this document is for information purposes only and does not constitute a legal agreement. This information is not an offer, invitation or a solicitation to invest, to buy or sell. Any party interested in the materials mentioned or described in the information provided, must consult their own local and national advisors and regulatory authorities to ensure that each specific item is in compliance with all relevant rules and laws. This message is privileged, confidential and intended only to be read by the named recipient. CONFIDENTIALITY : The information contained in this document incorporates business concepts and material that is proprietary to Coral Financial LLC, and is highly confidential. Its use is restricted to those persons who have been provided a copy by an officer or agent of the aforementioned company and the duplication or dissemination of its contents is prohibited without the express consent of an authorized officer or agent of Coral Financial LLC. DISCLAIMER: Coral Financial, LLC is an investment advisory services firm, and does not provide legal, accounting or tax advice, or opinions. We strongly advise that Clients retain their own legal, accounting and tax advisors in connection with any contemplated transaction. The material contained herein is provided for informational purposes only, and does not constitute an offer or solicitation to buy or sell any securities discussed herein in any jurisdiction where such would be prohibited.

Senior Life Settlement Policy Acquisition Platform

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Senior Life Settlement Policy Acquisition Platform ● Potential Buyer (“Buyer”) will make arrangements for their contracted client to provide capacity i.e. Proof of Funds (POF) to Coral Financial LLC’s (“Company”) attorney who shall be acting as Escrow and Closing Agent for the contemplated transaction. This POF must be to the complete satisfaction of Company attorney and must be represented as a percentile of the gross face value of the transaction. i.e. Avg. Policy amount per Life = $7.5 Million, (X) a min of 300 Lives = Total FV $2.250 Billion @ a POF = $360 Million. This is an Illustrative Example Only. All Bids are based upon a percentile of Gross Face Value. The Company will not calculate IRR. Any calculation of IRR or ROE is the absolute Buyer’s responsibility and therefore reflects Buyer’s own unique business models.

● Buyer will supply to the Company its specific Buyer Box after both parties have executed a mutual and equitable NDA Agreement Criteria and;

●The Company will submit to Buyer , portfolios as requested upon receipt and Company attorney’s verfication of capacity via POF and;

●The Buyer of SLSP portfolio will perform their initial pre-valuation of se-lected portfolios meeting their pre-submitted Buyer Box Criteria. The Client shall be provided no more than (5) days from submission to accept or de-cline. Upon receipt of an executed acceptance of the Letter of Intent (LOI) en-compassing polices and pricing ,the Company will: ●submit accepted portfolio to Reinsurer ( if requested by Buyer) who will be performing their pre-valuation of that same portfolio. Upon completion of its analysis the Reinsurer will issue the Initial Term Sheet with a specific attach-ment point (80% of expected cumulative mortality over the Term of Reinsurance) and rein-surance premium . Estimated time for submission of Term Sheet 5-7 busi-ness days. Upon receipt of the Term Sheet by the Client, if agreed, both par-ties will execute.

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●The Reinsurance requirements for portfolios will be a minimum of 300 lives with two options available:

• Limit the reinsurance coverage to $10 or $12 million per life or • Exclusion of lives above $10 - $12 Million of face.

● See Life Settlement Financial Guarantee Reinsurance Term Sheet (Page 6-7) • See Insurance Company Ratings (Page 8) ● See Typical Purchasing Parameters (Buer Box) (Page 9) • See Overview and Bio of Actuarial Firm (Page 10-12) These services will be

made available upon request and are highly recommended. Upon acceptance of Reinsurance Term Sheet and Accepted LOI from Client , the following events will transpire simultaneously. ● The Company will coordinate a meeting to confirm the final steps and at which time Reinsurer will receive its retainer of $50,000. payable by the Client. ●Reinsurance Company will then complete its final detailed mortality analysis based on complete LE company reports, and will issue a final term sheet which, if un-changed from the initial one will consummate the reinsurance with a signed treaty. to be evidenced in Mutual Agreements by and between all concerned parties. ●In the event Client does not move forward with the unchanged term sheet, it forfeits the $50,000. If the final terms change and Client does not accept them, it will be re-funded the $50,000. This shall also be evidenced in Agreements ● Transfer of Policy Copies into closing attorney’s escrow and associated medical and actuarial reports as requested; i.e.

1. Current HIPAA 2. Maturity illustration within the last ninety (90) days. Current illustra-tions would be required as part of the closing process. 3. 2 electronic copies of LEs – AVS & 21st Services. LEs should be no more than six (6) months old. Maturity illustrations should be within the last ninety (90) days. 4. Copy of policy

● Client transfers required funds into a mutually agreeable escrow with ap-propriate escrow instructions to closing attorney.


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●Policy Copies released to both Client & Reinsurer Note: The estimated time for Reinsurer Underwriter to perform final analysis is aprox. 2-3 calandar weeks. ●Clients legal interacts with Company legal to create the definitive final purchase and acqusiition contracts. Estimated time 7 Business days.

●Reinsurance transactions to be by and between Insurance Trusts and Reinsurer. ( Special Purpose Vehicles/Trusts (“SPV”) and;

a). The policies will be primarily beneficial interests in trusts holding life in-surance policies that have been previously transferred from individual benefi-ciary to the trust. b). The policy must allow for the absolute assignment of ownership of the policy and its stated beneficiary to be the acquiring Company or if the policy is owned by a trust, then the trust must permit the beneficiaries to assign their rights to the acquiring Company.

●The Treaty Draft will be submitted from Reinsurer to Client for Final legal con-sideration. Upon Acceptance and Execution, Client will move escrowed closing funds to Company Attorney Escrow with appropriate instructions for release. ● Final documents executed, Policies transferred, Funds Released and Reinsurance Gaurantee is issued at time of the successful closing.


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Life Settlement Financial Guarantee Reinsurance Term Sheet

Reinsurer: 3 Identified

Reinsured: XYZ Life Insurance Trust

Covered Policies: Block of life insurance policies meeting the Policy Coverage Criteria as de-termined by independent review of the Reinsurer

Effective Date of Reinsurance: The date on which the Reinsured completes the portfolio but no later than XXXX, XX 20__

Term of Reinsurance: 10 years from the Effective Date of Reinsurance

Reinsurance Premium: TBD – max estimate 3 – 4% of portfolio face amount. Maybe as low as 2%

Expected Mortality: 2008 VBT table times the average mortality multiple determined by low-est 2 of 3 estimates from acceptable LE companies

Attachment Point: 80% of expected cumulative mortality over the Term of Reinsurance

Benefit Payment: Greater of 0 and Attachment Point less Cumulative Death Benefits incurred on Covered Policies during the Term of Reinsurance. Cumulative Death Benefits based on death of the insured under Covered Policies, regardless of the payment of death benefits by the underlying insurer.

Policy Coverage Criteria:

• Maximum policy face amount of 150% of the average policy face amount in the rein-sured portfolio; no single life shall have total policy face amounts greater than 150% of the av-erage exposure to all lives in the portfolio; blocks of policies of at least 300 separate lives must be declared

• Insured life shall have undergone a full medical review in connection with obtaining the life insurance policy and provide complete medical records, life insurance policy, HIPPA, and life insurance application parts 1 & 2, and Life Expectancy estimates from at least two Life Ex-pectancy providers

Deposit & Fees for Service $50,000 (the “Fee”), due and payable by the Reinsured sequen-tially as follows:


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• $50,000 within three (3) business days following the signing of this Term Sheet by both par-ties.

The Fee will be credited against premium due upon the execution of the reinsurance treaty based substantially on the terms contained herein so long as such execution occurs by Month, DD, YYYY.

If the Reinsured elects not to proceed with the reinsurance treaty by Month, DD, YYYY, then the Fee shall be deemed equivalent to expenses incurred by the Reinsurer and this Term Sheet shall expire.

If the Reinsurer rescinds this Term Sheet prior to Month, DD, YYYY, then it shall return the portion of the Fee not used for directly related third party legal expenses.

Subject to:

• Agreement and acceptance of portfolio submitted by Reinsured

• Acceptable final reinsurance treaty wording

• Final transaction underwriting approval by Reinsurer

General Conditions:

• Governing Law - As Determined

• Arbitration & Consent to Exclusive Jurisdiction

• No amendment to, or assignment, of the reinsurance treaty without each party’s written consent

• No third party beneficiaries

• Currency: USD

• Reports – sufficient periodic report on covered policies


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The Insurance Company is a financial services holding company with interests in the life insurance, health insurance, retirement savings, investment management and reinsurance businesses.

The Insurance Company has operations in Canada, the United States, Europe, and Asia.with approxi-mately $459 billion in assets under administration.

The Insurance Company and its insurance subsidiaries have received strong ratings from major rating agencies.


Rating Agency Measurement Rating

Holding CO

Subsidiary 1 Subsidiary 2 Subsidiary 3

A.M. Best Com-pany

Financial Strength

A+

A+ A+ A+

DBRS Limited Claims Pay-ing Ability

IC-1

IC-1 IC-1 NR

Senior Debt

Subordinated Debt

AA

Fitch Ratings

Financial Strength

AA+ AA+ AA+ AA+

Moody’s Inves-tors Service

Financial Strength

Aa3

Aa3 Aa3 Aa3

Standard & Poor’s Ratings Services

Financial Strength

AA AA AA AA

Senior Debt A+

Subordinated Debt

AA-

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◙ 100% Non Contestable Traditional Paper ◙ Minimum Rating of Insurance Companies — AM Best (A) ◙ $10 M Maximum, $5M Average Face amount per policy, Minimum face amount of policies $500,000 and maximum $10,000,000 ◙ Only policies on U.S. residents issued by U.S. insurance companies, No Brooklyn, NY (other states or locales may be excluded in client’s specific “Buy Box”) ◙ No single insurance company represents more than 25% of the pool ◙ No restriction on assignment of policy to another party No policies with Decreasing death benefits ◙ No fractional shares of policies ◙ No restrictions on the payment of the full, current net death benefit, except for Nonpayment of premiums ◙ No restrictions on payment of insurance benefits in one lump sum ◙ No encumbrances by any party or no outstanding debt on the policy or no disputed policies. ◙ No term policies unless convertible ◙ No premium financed policies by third parties ◙ No single insured life represents more than 2% of the pool ◙Minimum Cost of Insurance (COI) for policy ◙Premium to face per policy 6% or less, less 5% Premium to Face Average in entire portfolio ◙ Age of Insured 72 Male minimum, 74 Female minimum ◙ Life Expectancy’s (“LE”s), 144 months or less this is the first variable which clients change due to the end use of policy acquisition. ◙ Each policy must have these documents available and up to date and current premium payment statements. Original Insurance Policy and or Illustration (Illustration date) ◙ Verification of Coverage (VOC) confirmation from the insurance company that policy is in force and not within the contestability period. ◙Current Premium payment statements preferable within 6 months of purchase ◙ Current Life Expectancies to be computed by acceptable firm no earlier than 18 months but preferable within 6 months of purchase ◙ Trust Agreements and or Assignments, Resignation, Acceptance of Trustee

SLSP Acquisition Platform Typical Purchasing Parameters aka (Buyer Box)

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Actuarial Firm Risk Management Company (AFRMC)

Our Company via a contracted alliance with a high profile Actuarial Firm Risk Man-agement Company (AFRMC) can provide hands on and risk management experts provide clients with a flexible hands-on partnership, which covers all risk sectors in-cluding: Insurance (P&C, Life, Annuity and Health), Managed Care, Employee Bene-fits, Retirement and Banking. Increased accessibility to top industry experts across all disciplines is the cornerstone of our successful business model. This growing network ensures that AFRMC can deliver support to local, regional and national clients. To date the network consists of more than a dozen core mem-ber firms with over 45 highly skilled consulting actuaries and numerous risk experts averaging over 20 years experience in all disciplines. AFRMC seamlessly oversees the delivery of all risk management and actuarial services by coordinating the appropri-ate resources for each project based on complexity and client needs which bring in colleagues with specialized expertise from outside the network if it is advantageous to our clients. AFRMC successful business model and hands-on approach continues to earn the trust and respect of a growing number of public and private organizations. AFRMC is an independent member of the BDO Seidman Alliance and since 2006 has been the sole provider of actuarial services within BDO Seidman, which is the U.S. mem-ber of BDO - the fifth largest global accounting and consulting firm. The arrange-ment with BDO has AFRMC supporting BDO, other BDO Alliance members and their respective clients. Our relationship with BDO also gives our clients access to BDO’s accounting and tax expertise, worldwide.


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Actuarial Firm Risk Management Company (AFRMC)

Our services range from general commentary on life settlement market issues to complex analysis and modeling of specific portfolios of life settlement policies. Our life consultants provide expert support on: ◙ Analysis of life expectancy (LE) providers ◙ Comparison and analysis of LE results from multiple providers ◙Pricing of single cases using LE results ◙ Valuation of blocks of policies using LE results ◙ Pricing and valuation using both deterministic (LE) basis and probabilistic basis ◙ Evaluation of blocks of policies on a stochastic basis ◙ Use of tools and metrics to segment blocks of policies to suit the needs of in‐terested parties ◙ Close relationship with LE provider allowing unique ability to understand the impact of mortality tables on the block valuation process ◙ Ability to use actuarial knowledge of life insurance products to provide supe‐rior results and avoid mistakes that could harm an investor Senior Life Settlement – Collateral Manager (AFRMC) has one of the deepest teams in the senior life settlement (SLS) mar‐ketplace, not only in terms of expertise but also as an industry leader who rou‐tinely helps stakeholders navigate the nuances of the life settlement market‐place. As such, (AFRMC) is well positioned to serve as a SLS Collateral Manager, which consists of (AFRMC) handling the following duties: ◘ Managing the selection, pricing, negotiation and acquisition (through ap‐proved providers) of the senior life settlements (SLS);


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Actuarial Firm Risk Management Company Senior Life Settlement – Collateral Manager (continued) Optimizing the features of the insurance policies backing the life settlements, in‐cluding analysis of rider coverage's and anticipated premium determination, and delivery of processes and requirements to the SLS administrator (servicer); ◘ Determining and embedding processes to determine and manage the appro‐priate amount of the premium reserve; ◘ If a securitization, determining whether to engage a “stop‐loss” insurer or ob‐tain a liquidity facility for the transaction; ◘ Overseeing the development and execution of an appropriate investment pol‐icy for the trust cash balances (i.e. to ensure the investment of cash balances im‐proved, high‐quality, short‐term instruments); ◘ Developing a liquidation plan for the life settlements; ◘ Determining the liquidation value of the life settlements; ◘ Updating mortality tables used in the transaction based on new information or new medical advances; ◘ Determining which SLS policies should lapse or be sold in the event of a contin‐ued liquidity crisis; ◘ Performing other duties in the interest of the transaction’s security holders; ◘ Performing quarterly valuations (mark‐to‐market) of the underlying SLS portfo‐lio; and ◘ Other services and duties are available too.


Documents

General Slsp Protocol Draft (3) Final